Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. In connection with the Offer, GFI shall cause its transfer agent to promptly (but in any event not later than three (3) Business Days following the date hereof) furnish Purchaser or its designated agent with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. GFI shall promptly furnish Purchaser with such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, such information shall be subject to Section 5.2(b). Subject to the requirements of applicable Law and provided that GFI shall not have made a Change in Recommendation, upon Parent’s reasonable written request, GFI shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause its directors, officers, employees and other Representatives to use their commercially reasonable efforts to make solicitations and recommendations to the record holders and beneficial owners of Shares for purposes of causing the Minimum Tender Condition to be satisfied, including, upon Parent’s reasonable written request, together with Parent and Purchaser, jointly preparing a presentation to RiskMetrics Group and/or such other proxy advisory firms as designated by Parent to recommend this Agreement and the Transactions.

Stockholder Lists. In connection with the Offer, GFI shall cause its transfer agent to promptly (but in any event not later than three (3) Business Days following the date hereof) furnish Purchaser or its designated agent with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. GFI shall promptly furnish Purchaser with such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as ParentBGCP, Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, such information shall be subject to Section 5.2(b)the Confidentiality Agreement. Subject to the requirements of applicable Law and provided that GFI shall not have made a Change in Recommendation, upon ParentBGCP’s reasonable written request, GFI shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to cause its directors, officers, employees and other Representatives to use their commercially reasonable efforts to make solicitations and recommendations to the record holders and beneficial owners of Shares for purposes of causing the Minimum Tender Condition to be satisfied, including, upon ParentBGCP’s reasonable written request, together with Parent BGCP and Purchaser, jointly preparing a presentation to RiskMetrics Group Institutional Shareholder Services Inc. and/or such other proxy advisory firms as designated by Parent BGCP to recommend this Agreement and the Transactions.

Stockholder Lists. In connection with the Offer, GFI the Company shall cause its transfer agent to promptly (but in any event not later than three (3) Business Days following the date hereof) furnish Purchaser Merger Sub or its designated agent with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. GFI The Company shall promptly furnish Purchaser Merger Sub with such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser Merger Sub or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, such information shall be subject to Section 5.2(b). Subject to the requirements of applicable Law and provided that GFI the Company shall not have made a Change in RecommendationCompany Adverse Recommendation Change, upon Parent’s reasonable written request, GFI shall use commercially reasonable efforts tothe Company shall, and shall use commercially reasonable efforts to cause its directors, officers, employees and other Representatives to to, use their commercially reasonable best efforts to make solicitations and recommendations to the record holders and beneficial owners of Shares for purposes of causing the Minimum Tender Condition to be satisfied, including, upon Parent’s reasonable written request, together with Parent and PurchaserMerger Sub, jointly preparing a presentation to RiskMetrics Group and/or such other proxy advisory firms as designated by Parent to recommend this Agreement and the Transactions. The Company shall take all reasonable steps to facilitate the ability of employees to tender their Company Restricted Stock and any other Shares in the Offer. Subject to the requirements of applicable Laws and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Merger Sub shall not use and shall hold in confidence, until consummation of the Offer, all information furnished in accordance with this Section 1.2(b) in accordance with the requirements of the Confidentiality Agreement and, if this Agreement shall be terminated, each of Parent and Merger Sub shall deliver to the Company or destroy all copies of such information in its (or its agents’ or representatives’) possession or control in accordance with the terms of the Confidentiality Agreement.

Stockholder Lists. In connection with the Offer, GFI the Company shall cause its transfer agent to promptly (but and in any event not later than within three (3) Business Days following after the date hereof) furnish Purchaser provide to Parent: (a) a list of the Company Stockholders and non-objecting beneficial owners, mailing labels, any available listing or its designated agent with mailing labels computer file containing the names and addresses of all record holders of Shares and with security position listings lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of a the most recent datepracticable date (the date used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, together with all other available the “Stockholder List Date”); and (b) such additional information (including updated lists of stockholders and non-objecting beneficial owners, mailing labels, listings and or computer files containing names, the names and addresses and security position listings of all record holders and beneficial owners lists of Shares. GFI shall promptly furnish Purchaser with such additional information, including updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance securities positions) as Parent, Purchaser or their agents Parent may reasonably require request in communicating connection with the Offer Transactions. Prior to the filing with the SEC of the Schedule 14D-9, the Company shall set the Stockholder List Date as the record and beneficial holders date for the purpose of Sharesreceiving the notice required by Section 10.355(b-1) of the TBOC. Subject to applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information shall be subject to Section 5.2(b). Subject to only in connection with the requirements of applicable Law and provided that GFI shall not have made a Change in RecommendationTransactions and, if this Agreement is terminated, shall, upon Parent’s reasonable written requestrequest by the Company, GFI shall use commercially reasonable efforts todeliver, and shall use commercially their reasonable best efforts to cause its directorstheir agents to deliver, officers, employees and other Representatives to use their commercially reasonable efforts to make solicitations and recommendations to the record holders and beneficial owners of Shares for purposes of causing the Minimum Tender Condition to be satisfiedCompany (or, including, upon at Parent’s reasonable written requestelection, together with Parent destroy) all copies and Purchaserany extracts or summaries from such information then in their possession or under their control, jointly preparing a presentation and, if requested by the Company, promptly certify to RiskMetrics Group and/or the Company in writing that all such other proxy advisory firms as designated by Parent to recommend this Agreement and the Transactionsmaterial has been returned or destroyed.